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B.C. resident agrees to sanctions for unregistered advising

VANCOUVER, June 12, 2014 /CNW/ - In a settlement agreement with the British Columbia Securities Commission (BCSC), William McDonald Ferguson has admitted that he and his company, Black Gold Resources Ltd., engaged in unregistered advising. At all relevant times, Ferguson was a B.C. resident, and he is the sole director of Black Gold.

The agreement states that Ferguson created the two Black Gold limited partnerships (Black Gold #5 LP and Black Gold #6 LP) to pool investor funds to invest in the oil and gas industry. Black Gold acted as the managing partner of the limited partnerships, and relied on the private issuer exemption to distribute the securities of the Black Gold Limited Partnerships.

Black Gold and Ferguson raised a total of $625,000 for the Black Gold limited partnerships from 11 investors, including Ferguson, who contributed $30,000 of the total amount raised. Ferguson used the funds raised for the Black Gold limited partnerships to invest in a Saskatchewan oil exploration and production company.

Ferguson acknowledged that he and Black Gold engaged in activities similar to those of a registrant, such as assessing investment merits, taking a management fee, and discretionary investing. Consequently, they engaged in the business of advising in securities, triggering the registration requirements. Ferguson and Black Gold's failure to register prior to undertaking these activities was a breach of securities laws regarding registration.

Ferguson has agreed to pay $5,000 to the BCSC and to return the management fees that he earned as a result of his unregistered activity to the Black Gold limited partnership investors. Black Gold and Ferguson are also prohibited from trading in securities (with limited exceptions) for a period of three years. Ferguson is prohibited from becoming or acting as an adviser until the later of three years from the date of the settlement agreement or the date certain conditions are met.

The agreement notes several mitigating factors, such as the fact that Ferguson and Black Gold cooperated with the BCSC staff throughout their investigation.

You may view the settlement agreement on our website www.bcsc.bc.ca by typing William McDonald Ferguson, Black Gold Resources, or 2014 BCSECCOM 197 in the search box. Information regarding disciplinary proceedings can be found in the Enforcement section of the BCSC website.

The British Columbia Securities Commission is the independent provincial government agency responsible for regulating capital markets in British Columbia through the administration of the Securities Act. Our mission is to protect and promote the public interest by fostering:

A securities market that is fair and warrants public confidence

A dynamic and competitive securities industry that provides investment opportunities and access to capital